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2010 (11) TMI 834 - HC - Companies LawValuation of share - reduction of equity share capital - valuation of shares - objections - minor shareholder - intervenor - held that:- In my view KPMG has used the widely accepted methodologies i.e., the Discounted Cash Flows Methodology and the Comparable Companies Methodology which inter alia includes the P/E multiple analysis for valuation of WIL’s shares. the role of the court whilst approving such schemes is limited to the extent of ensuring that the scheme is not unconscionable or illegal or unfair or unjust. Merely because the determination of the share exchange ratio or the valuation is done by a different method which might result in a different conclusion, it alone would not justify interference, unless found to be unfair. Even if only the non-promoter shareholders’ voting is taken into account, the resolution proposing reduction of the share capital of WIL is approved by an overwhelming majority of 93.94 per cent of non-promoter shareholders in number and 85.97 per cent in value in the said EGM. Except for the four intervenors, no other person has come forward to oppose the Petition. Among these intervenors, two of the four did not even attend the EGM. As regards their position - where a shareholder did not attend the meeting and vote against the scheme, it is too late in the day for him to contend that the scheme was unfair to him. The intervenors have not attributed any motives to KPMG, nor commented on its independent professional status or competency, nor have they been able to point out that the method adopted by them in valuing the shares was impermissible or absurd. Company Petition allowed.
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